-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VeK4ruBYlcwXD+4R8dFENd1duItMUqLt2efW1BlRlvhzor2gbOl6muOl3WwO2ZUZ UL+p6+BOMuB0flOozsnxdg== 0001104659-08-066503.txt : 20081029 0001104659-08-066503.hdr.sgml : 20081029 20081029124403 ACCESSION NUMBER: 0001104659-08-066503 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080831 FILED AS OF DATE: 20081029 DATE AS OF CHANGE: 20081029 EFFECTIVENESS DATE: 20081029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASIAN SMALL COMPANIES PORTFOLIO CENTRAL INDEX KEY: 0001006140 IRS NUMBER: 043301090 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07529 FILM NUMBER: 081147089 BUSINESS ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-482-8260 MAIL ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 0001006140 S000005225 ASIAN SMALL COMPANIES PORTFOLIO C000014250 ASIAN SMALL COMPANIES PORTFOLIO N-CSR 1 a08-23373_7ncsr.htm N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-07529

 

Asian Small Companies Portfolio

(Exact name of registrant as specified in charter)

 

The Eaton Vance Building, 255 State Street, Boston, Massachusetts

 

02109

(Address of principal executive offices)

 

(Zip code)

 

Maureen A. Gemma

The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(617) 482-8260

 

 

Date of fiscal year end:

August 31

 

 

Date of reporting period:

August 31, 2008

 

 


 

Item 1. Reports to Stockholders

 


Asian Small Companies Portfolio as of August 31, 2008

PORTFOLIO OF INVESTMENTS

Common Stocks — 93.6%  
Security   Shares   Value  
China — 15.7%  
Containers & Packaging — 4.3%  
AMVIG Holdings, Ltd.     7,624,000     $ 6,823,364    
    $ 6,823,364    
Electronic Equipment, Instruments &
Components — 1.0%		  
China Automation Group, Ltd.     4,844,000     $ 1,547,654    
    $ 1,547,654    
Food Products — 3.3%  
China Green Holdings, Ltd.     5,940,000     $ 5,255,586    
    $ 5,255,586    
Personal Products — 2.7%  
Beauty China Holdings, Ltd.     10,814,000     $ 4,259,680    
    $ 4,259,680    
Software — 1.5%  
China Digital TV Holding Co., Ltd. ADR(1)     249,800     $ 2,333,132    
    $ 2,333,132    
Textiles, Apparel & Luxury Goods — 2.9%  
China Eratat Sports Fashion, Ltd.(1)     16,532,000     $ 2,045,678    
China Zaino International, Ltd.(1)     8,590,000       2,520,665    
    $ 4,566,343    
Total China
(identified cost $26,595,610)		   $ 24,785,759    
Hong Kong — 14.1%  
Chemicals — 2.3%  
Huabao International Holdings, Ltd.     4,905,000     $ 3,598,264    
    $ 3,598,264    

 

Security   Shares   Value  
Distributors — 3.0%  
Integrated Distribution Services Group, Ltd.     1,930,000     $ 2,770,746    
Xinyu Hengdeli Holdings, Ltd.     5,936,000       1,961,124    
    $ 4,731,870    
Hotels, Restaurants & Leisure — 3.5%  
Fairwood Holdings, Ltd.     5,326,000     $ 5,528,535    
    $ 5,528,535    
Textiles, Apparel & Luxury Goods — 5.3%  
Peace Mark Holdings, Ltd.     14,298,000     $ 2,747,942    
Ports Design, Ltd.     2,068,000       5,169,059    
Walker Group Holdings, Ltd.     4,352,000       375,944    
    $ 8,292,945    
Total Hong Kong
(identified cost $17,344,277)		   $ 22,151,614    
India — 1.0%  
Software — 1.0%  
ICSA India, Ltd.     204,249     $ 1,606,578    
    $ 1,606,578    
Total India
(identified cost $1,758,401)		   $ 1,606,578    
Malaysia — 3.5%  
Construction Materials — 0.5%  
Lafarge Malayan Cement BHD     647,740     $ 874,913    
    $ 874,913    
Electronic Equipment, Instruments &
Components — 2.1%		  
Uchi Technologies BHD     7,491,300     $ 3,262,639    
    $ 3,262,639    

 

See notes to financial statements
15


Asian Small Companies Portfolio as of August 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Security   Shares   Value  
Health Care Equipment & Supplies — 0.9%  
Kossan Rubber Industries BHD     1,911,400     $ 1,407,751    
    $ 1,407,751    
Total Malaysia
(identified cost $8,655,987)		   $ 5,545,303    
Singapore — 25.7%  
Air Freight & Logistics — 0.7%  
Goodpack, Ltd.     1,081,875     $ 1,083,105    
    $ 1,083,105    
Computers & Peripherals — 0.7%  
Unisteel Tech, Ltd.     843,000     $ 1,149,583    
    $ 1,149,583    
Construction & Engineering — 0.3%  
Jasper Investments, Ltd.(1)     2,493,000     $ 528,832    
    $ 528,832    
Diversified Consumer Services — 6.9%  
Raffles Education Corp., Ltd.     18,498,293     $ 10,893,726    
    $ 10,893,726    
Diversified Telecommunication Services — 0.6%  
StarHub, Ltd.     456,000     $ 870,567    
    $ 870,567    
Electronic Equipment, Instruments &
Components — 0.2%		  
Venture Corp., Ltd.     37,000     $ 262,669    
    $ 262,669    
Energy Equipment & Services — 7.1%  
Ezra Holdings, Ltd.     6,834,520     $ 8,670,115    
Swiber Holdings, Ltd.(1)     2,414,000       2,453,119    
    $ 11,123,234    
IT Services — 6.6%  
CSE Global, Ltd.     15,276,500     $ 10,412,918    
    $ 10,412,918    

 

Security   Shares   Value  
Machinery — 2.6%  
Armstrong Industrial Corp., Ltd.     27,493,000     $ 4,067,000    
    $ 4,067,000    
Total Singapore
(identified cost $25,167,068)		   $ 40,391,634    
South Korea — 2.1%  
Diversified Consumer Services — 1.3%  
MegaStudy Co., Ltd.     9,990     $ 2,091,263    
    $ 2,091,263    
Pharmaceuticals — 0.8%  
Daewoong Pharmaceutical Co., Ltd.     19,078     $ 1,152,478    
    $ 1,152,478    
Total South Korea
(identified cost $3,392,192)		   $ 3,243,741    
Taiwan — 21.5%  
Chemicals — 2.4%  
China Steel Chemical Corp.     1,495,200     $ 3,475,007    
Taiwan Fertilizer Co., Ltd.     102,000       313,781    
    $ 3,788,788    
Commercial Banks — 2.9%  
Ta Chong Bank Co., Ltd.(1)     17,537,000     $ 4,554,913    
    $ 4,554,913    
Electronic Equipment, Instruments &
Components — 1.4%		  
Av Tech Corp.     487,950     $ 2,166,811    
    $ 2,166,811    
Hotels, Restaurants & Leisure — 3.3%  
Formosa International Hotels Corp.     322,300     $ 5,155,953    
    $ 5,155,953    

 

See notes to financial statements
16


Asian Small Companies Portfolio as of August 31, 2008

PORTFOLIO OF INVESTMENTS CONT'D

Security   Shares   Value  
Household Durables — 1.8%  
Chong Hong Construction Co., Ltd.     1,809,465     $ 2,872,703    
    $ 2,872,703    
Machinery — 1.2%  
Awea Mechantronic Co., Ltd.     1,266,430     $ 1,792,559    
    $ 1,792,559    
Metals & Mining — 2.8%  
Feng Hsin Iron & Steel Co.     1,136,500     $ 2,184,445    
Tung Ho Steel Enterprise Corp.     1,684,000       2,217,387    
    $ 4,401,832    
Real Estate Management & Development — 2.2%  
Huaku Development Co., Ltd.(1)     1,407,000     $ 3,491,597    
    $ 3,491,597    
Textiles, Apparel & Luxury Goods — 3.5%  
Ruentex Industries, Ltd.     6,861,000     $ 5,523,443    
    $ 5,523,443    
Total Taiwan
(identified cost $41,292,014)		   $ 33,748,599    
Thailand — 10.0%  
Consumer Finance — 2.6%  
Thanachart Capital Public Co., Ltd.     11,862,600     $ 4,088,162    
    $ 4,088,162    
Food Products — 1.8%  
Thai Vegetable Oil Public Co., Ltd.     4,653,400     $ 2,894,784    
    $ 2,894,784    
Household Durables — 0.4%  
Lalin Property Public Co., Ltd.     12,929,200     $ 672,137    
    $ 672,137    
Water Utilities — 2.1%  
Thai Tap Water Supply PCL(1)     23,078,600     $ 3,329,681    
    $ 3,329,681    

 

Security   Shares   Value  
Wireless Telecommunication Services — 3.1%  
Total Access Communication PCL     3,801,000     $ 4,827,270    
    $ 4,827,270    
Total Thailand
(identified cost $16,747,751)		   $ 15,812,034    
Total Common Stocks
(identified cost $140,953,300)		   $ 147,285,262    
Total Investments — 93.6%
(identified cost $140,953,300)		   $ 147,285,262    
Other Assets, Less Liabilities — 6.4%   $ 10,006,641    
Net Assets — 100.0%   $ 157,291,903    

 

ADR - American Depository Receipt

(1)  Non-income producing security.

See notes to financial statements
17



Asian Small Companies Portfolio as of August 31, 2008

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

As of August 31, 2008

Assets  
Investments, at value (identified cost, $140,953,300)   $ 147,285,262    
Cash     5,096,681    
Foreign currency, at value (identified cost, $2,671,004)     2,662,397    
Receivable for investments sold     4,590,270    
Dividends and interest receivable     1,063,157    
Total assets   $ 160,697,767    
Liabilities  
Payable for investments purchased   $ 2,891,404    
Payable to affiliate for investment adviser fee     106,874    
Payable to affiliate for administration fee     36,209    
Accrued foreign capital gains taxes     17,744    
Accrued expenses     353,633    
Total liabilities   $ 3,405,864    
Net Assets applicable to investors' interest in Portfolio   $ 157,291,903    
Sources of Net Assets  
Net proceeds from capital contributions and withdrawals   $ 150,991,441    
Net unrealized appreciation (computed on the basis of identified cost)     6,300,462    
Total   $ 157,291,903    

 

Statement of Operations

For the Year Ended
August 31, 2008

Investment Income  
Dividends (net of foreign taxes, $379,141)   $ 15,992,930    
Interest     27,714    
Total investment income   $ 16,020,644    
Expenses  
Investment adviser fee   $ 3,313,363    
Administration fee     1,103,279    
Trustees' fees and expenses     14,848    
Custodian fee     773,246    
Legal and accounting services     71,292    
Interest expense and fees     111,225    
Miscellaneous     17,722    
Total expenses   $ 5,404,975    
Deduct —
Reduction of custodian fee		   $ 171    
Total expense reductions   $ 171    
Net expenses   $ 5,404,804    
Net investment income   $ 10,615,840    
Realized and Unrealized Gain (Loss)  
Net realized gain (loss) —  
Investment transactions (identified cost basis), net of foreign
capital gains taxes of $3,585,727		   $ 43,940,342    
Foreign currency transactions     (791,727 )  
Net realized gain   $ 43,148,615    
Change in unrealized appreciation (depreciation) —  
Investments (identified cost basis), net of decrease in accrued
foreign capital gains taxes of $3,736,114		   $ (238,754,732 )  
Foreign currency     (15,759 )  
Net change in unrealized appreciation (depreciation)   $ (238,770,491 )  
Net realized and unrealized loss   $ (195,621,876 )  
Net decrease in net assets from operations   $ (185,006,036 )  

 

See notes to financial statements
18


Asian Small Companies Portfolio as of August 31, 2008

FINANCIAL STATEMENTS CONT'D

Statements of Changes in Net Assets

Increase (Decrease)
in Net Assets		   Year Ended
August 31, 2008		   Year Ended
August 31, 2007		  
From operations —
Net investment income		   $ 10,615,840     $ 9,031,788    
Net realized gain from investment
and foreign currency transactions		     43,148,615       52,050,896    
Net change in unrealized
appreciation (depreciation) of  
investments and foreign currency		     (238,770,491 )     129,722,092    
Net increase (decrease) in net assets
from operations		   $ (185,006,036 )   $ 190,804,776    
Capital transactions —
Contributions		   $ 26,693,621     $ 191,168,133    
Withdrawals     (378,222,267 )     (177,128,352 )  
Net increase (decrease) in net assets
from capital transactions		   $ (351,528,646 )   $ 14,039,781    
Net increase (decrease) in net assets   $ (536,534,682 )   $ 204,844,557    
Net Assets  
At beginning of year   $ 693,826,585     $ 488,982,028    
At end of year   $ 157,291,903     $ 693,826,585    

 

See notes to financial statements
19


Asian Small Companies Portfolio as of August 31, 2008

FINANCIAL STATEMENTS CONT'D

Supplementary Data

    Year Ended August 31,  
    2008   2007   2006   2005   2004  
Ratios/Supplemental Data  
Ratios (As a percentage of average daily net assets):  
Expenses before custodian fee reduction(2)     1.22 %     1.14 %     1.20 %     1.27 %(1)     1.35 %  
Net investment income     2.39 %     1.42 %     2.01 %     1.76 %     0.99 %  
Portfolio Turnover     38 %     37 %     33 %     96 %     120 %  
Total Return     (43.66 )%     39.14 %     41.33 %     35.07 %     15.00 %  
Net assets, end of year (000's omitted)   $ 157,292     $ 693,827     $ 488,982     $ 171,610     $ 113,825    

 

(1)  The investment adviser waived a portion of the investment adviser fee equal to 0.04% of average daily net assets for the year ended August 31, 2005. Absent this waiver, total return would be lower.

(2)  Excludes the effect of custody fee credits, if any, of less than 0.005%.

See notes to financial statements
20



Asian Small Companies Portfolio as of August 31, 2008

NOTES TO FINANCIAL STATEMENTS

1  Significant Accounting Policies

Asian Small Companies Portfolio (the Portfolio) is a New York trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio's investment objective is to seek capital growth. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At August 31, 2008, Eaton Vance Asian Small Companies Fund held a 51.5% interest in the Portfolio. In addition, an unregistered fund advised by the adviser to the Portfolio held a 48.5% interest in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuations — Equity securities listed on a U.S. securities exchange generally are valued at the last sale price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by an independent pricing service. Short-term debt secu rities with a remaining maturity of sixty days or less are valued at amortized cost, which approximates market value. If short-term debt securities are acquired with a remaining maturity of more than sixty days, they will be valued by a pricing service. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by an independent quotation service. The independent service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio considering relevant factors, data and information including the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded.

B  Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio's understanding of the applicable countries' tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

D  Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor's distributive share of the Portfolio' s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

In addition to the requirements of the Internal Revenue Code, the Portfolio may also be subject to local taxes on the recognition of capital gains in certain countries. In determining the daily net asset value, the Portfolio estimates the accrual for such taxes, if any, based on the unrealized appreciation on certain portfolio securities and the related tax rates. Tax expense attributable to unrealized


21


Asian Small Companies Portfolio as of August 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

appreciation is included in the change in unrealized appreciation (depreciation) on investments. Capital gains taxes on securities sold are included in the net realized gain (loss) on investments.

As of August 31, 2008, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio's federal tax returns filed in the 3-year period ended August 31, 2008 remains subject to examination by the Internal Revenue Service.

E  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio's custodian fees are reported as a reduction of expenses in the Statement of Operations.

F  Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

G  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

H  Indemnifications — Under the Portfolio's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Interestholders in the Portfolio are jointly and severally liable for the liabilities and obligations of the Portfolio in the event that the Portfolio fails to satisfy such liabilities and obligations; provided, however, that, to the extent assets are available in the Portfolio, the Portfolio may, under certain circumstances, indemnify interestholders from and against any claim or liability to which such holder may become subject by reason of being or having been an interestholder in t he Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

2  Investment Adviser Fee and Other Transactions with Affiliates  

The investment adviser fee is earned by Lloyd George Investment Management (Bermuda) Limited (Lloyd George), an affiliate of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.75% of the Portfolio's average daily net assets up to $500 million, 0.70% of average daily net assets from $500 million up to $1 billion, and at reduced rates as daily net assets exceed that level, and is payable monthly. For the year ended August 31, 2008, the adviser fee was 0.75% of the Portfolio's average daily net assets and amounted to $3,313,363. In addition, an administration fee is earned by EVM for administering the business affairs of the Portfolio and is computed at an annual rate of 0.25% of the Portfolio's average daily net assets up to $500 million, 0.233% of average daily net assets from $500 million up to $1 billion, and at redu ced rates as daily net assets exceed that level. For the year ended August 31, 2008, the administration fee was 0.25% of the Portfolio's average daily net assets and amounted to $1,103,279.

Except for Trustees of the Portfolio who are not members of EVM's or Lloyd George's organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser and administration fees. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $169,387,988 and $518,746,871, respectively, for the year ended August 31, 2008.


22


Asian Small Companies Portfolio as of August 31, 2008

NOTES TO FINANCIAL STATEMENTS CONT'D

4  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at August 31, 2008, as determined on a federal income tax basis, were as follows:

Aggregate cost   $ 140,953,300    
Gross unrealized appreciation   $ 36,377,499    
Gross unrealized depreciation     (30,045,537 )  
Net unrealized appreciation   $ 6,331,962    

 

The net unrealized depreciation on foreign currency and foreign currency transactions, including foreign capital gains taxes, at August 31, 2008 on a federal income tax basis was $31,500.

5  Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $450 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Average borrowings and the average interest rate for the year ended August 31, 2008 were $2,980,055 and 3.65%, respectively.

6  Risks Associated with Foreign Investments

Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Portfolio, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.

7  Recently Issued Accounting Pronouncement

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 157 (FAS 157), "Fair Value Measurements". FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. As of August 31, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures may be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements on changes in net assets for the period.


23



Asian Small Companies Portfolio as of August 31, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Investors
of Asian Small Companies Portfolio:

We have audited the accompanying statement of assets and liabilities of Asian Small Companies Portfolio (the "Portfolio"), including the portfolio of investments, as of August 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles u sed and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Asian Small Companies Portfolio as of August 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 15, 2008


24



Eaton Vance Asian Small Companies Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the "1940 Act"), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuance is approved at least annually by the fund's board of trustees, including by a vote of a majority of the trustees who are not "interested persons" of the fund ("Independent Trustees"), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a "Board") of the Eaton Vance group of mutual funds (the "Eaton Vance Funds") held on April 21, 2008, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board (formerly the Special Committee), which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished for a series of meetings of the Contract Review Committee held in February, March and April 2008. Such information included, among other things, the following:

Information about Fees, Performance and Expenses

•  An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;

•  An independent report comparing each fund's total expense ratio and its components to comparable funds;

•  An independent report comparing the investment performance of each fund to the investment performance of comparable funds over various time periods;

•  Data regarding investment performance in comparison to relevant peer groups of funds and appropriate indices;

•  Comparative information concerning fees charged by each adviser for managing other mutual funds and institutional accounts using investment strategies and techniques similar to those used in managing the fund;

•  Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management

•  Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;

•  Information concerning the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through "soft dollar" benefits received in connection with the funds' brokerage, and the implementation of a soft dollar reimbursement program established with respect to the funds;

•  Data relating to portfolio turnover rates of each fund;

•  The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;

Information about each Adviser

•  Reports detailing the financial results and condition of each adviser;

•  Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;

•  Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;

•  Copies of or descriptions of each adviser's proxy voting policies and procedures;

•  Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;

•  Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;

Other Relevant Information

•  Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;

•  Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds' administrator; and

•  The terms of each advisory agreement.


25


Eaton Vance Asian Small Companies Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

In addition to the information identified above, the Contract Review Committee considered information provided from time to time by each adviser throughout the year at meetings of the Board and its committees. Over the course of the twelve-month period ended April 30, 2008, the Board met eleven times and the Contract Review Committee, the Audit Committee and the Governance Committee, each of which is a Committee comprised solely of Independent Trustees, met twelve, seven and five times, respectively. At such meetings, the Trustees received, among other things, presentations by the portfolio managers and other investment professionals of each adviser relating to the investment performance of each fund and the investment strategies used in pursuing the fund's investment objective. The Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee are newly established and did not meet during the twelve- month period ended April 30, 2008.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund's investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuance of the investment advisory agreement of the Asian Small Companies Portfolio (the "Portfolio"), the portfolio in which the Eaton Vance Asian Small Companies Fund (the "Fund") invests, with Lloyd George Investment Management (Bermuda) Limited (the "Adviser"), as well as the administration agreement of the Portfolio with Eaton Vance Management (the "Administrator"), and the management contract of the Fund with the Administrator, including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of the agreements. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by th e Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement for the Portfolio, the administration agreement for the Portfolio and the management contract for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement of the Portfolio, the administration agreement of the Portfolio and the management contract of the Fund, the Board evaluated the nature, extent and quality of services provided to the Portfolio by the Adviser and to the Fund and Portfolio by the Administrator.

The Board considered the Adviser's and Administrator's management capabilities and the Adviser's investment process with respect to the types of investments held by the Portfolio, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Portfolio. The Board evaluated the abilities and experience of such investment personnel in analyzing factors such as special considerations relevant to investing in emerging markets, including Asia. The Board noted the Adviser's experience in managing equity funds that invest in Asian securities. The Board noted that the Adviser maintains offices in London, Hong Kong, Singapore and Mumbai, providing its investment team with first hand knowledge of country and market factors affecting securities in which the Portfolio invests. The Board evaluated the level of skill and expe rtise required to manage the Portfolio and concluded that the human resources available at the Adviser were appropriate to fulfill effectively its duties on behalf of the Portfolio. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation paid to recruit and retain investment personnel, and the time and attention devoted to the Portfolio by senior management.

The Board also reviewed the compliance programs of the Adviser, the Administrator and relevant affiliates thereof. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the Administrator and its affiliates to requests from the Securities and Exchange Commission.


26


Eaton Vance Asian Small Companies Fund

BOARD OF TRUSTEES' ANNUAL APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT CONT'D

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and the Administrator, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement, the administration agreement and the management contract, respectively.

Fund Performance

The Board compared the Fund's investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three- and five-year periods ended September 30, 2007 for the Fund. On the basis of the foregoing and other relevant information, the Board concluded that the performance of the Fund was satisfactory.

Management Fees and Expenses

The Board reviewed contractual management fee rates, including any administrative fee rates, payable by the Portfolio and the Fund (referred to collectively as "management fees"). As part of its review, the Board considered the management fees and the Fund's total expense ratio for the year ended September 30, 2007, as compared to a group of similarly managed funds selected by an independent data provider. The Board considered the fact that the Adviser and the Administrator had undertaken to waive fees and/or pay expenses of the Fund permanently in an agreed-upon amount. After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and the Administrator, the Board concluded that the management fees charged for advisory and related services and the Fund's total expense ratio are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and the Administrator in providing investment advisory and administrative services to the Fund and the Portfolio and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser in connection with its relationship with the Portfolio, including the benefits of research services that may be available to the Adviser as a result of securities transactions effected for the Portfolio and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and the Administrator are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser, on the one hand, and the Portfolio and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund and the Portfolio increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the Adviser's and Administrator's profitability may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the benefits from economies of scale are currently being shared equitably by the Adviser and the Administrator, on the one hand, and the Fund on the other hand. The Board also concluded that the structure of the management fees, which include breakpoints at several asset levels, can be expected to cause such benefits to continue to be shared equitably.


27


Eaton Vance Asian Small Companies Fund

MANAGEMENT AND ORGANIZATION

Fund Management. The Trustees of the Eaton Vance Growth Trust (the Trust) and Asian Small Companies Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust's and Portfolio's affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and Portfolio hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer, with the exception of Messrs. Darling, Kerr, Lloyd George and Ng is The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR" refers to Boston Management and Research, "EVD" refers to Eaton Vance Distributors, Inc., "LGM" refers to Lloyd George Management (B.V.I.) Limited, and "Lloyd George" refers to Lloyd George Investment Management (Bermuda) Limited. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the Portfolio's placement agent and a wholly-owned subsidiary of EVC. Lloyd George is a wholly-owned subsidiary of LGM. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below.

Name and
Date of Birth		   Position(s)
with the
Trust and
the Portfolio		   Term of
Office and
Length of
Service		   Principal Occupation(s)
During Past Five Years		   Number of Portfolios
in Fund Complex
Overseen By
Trustee(1) 		   Other Directorships Held  
Interested Trustee                          
Thomas E. Faust Jr. 5/31/58   Trustee of the Trust and Portfolio and President of
the Trust		   Trustee since 2007 and President since 2002   Chairman, Chief Exceutive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or Officer of 173 registered investment companies and 5 private investment companies managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV which are affiliates of the Trust and Portfolio.     173     Director of EVC  
Noninterested Trustees                          
Benjamin C. Esty 1/2/63   Trustee   Since 2005   Roy and Elizabeth Simmons Professor of Business Administration, Harvard University Graduate School of Business Administration.     173     None  
Allen R. Freedman 4/3/40   Trustee   Since 2007   Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Formerly, Chairman and a Director of Indus International Inc. (provider of enterprise management software to the power generating industry) (2005-2007).     173     Director of Assurant, Inc. (insurance provider) and Stonemor Partners L.P. (owner and operator of cemeteries)  
William H. Park 9/19/47   Trustee   Since 2003   Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (since 2006). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005).     173     None  
Ronald A. Pearlman 7/10/40   Trustee   Since 2003   Professor of Law, Georgetown University Law Center.     173     None  
Heidi L. Steiger 7/8/53   Trustee   Since 2007   Managing Partner, Topridge Associates LLC (global wealth management firm) (since 2008); Senior Adviser (since 2008), President (2005-2008), Lowenhaupt Global Advisors, LLC (global wealth management firm). Formerly, President and Contributing Editor, Worth Magazine (2004-2005). Formerly, Executive Vice President and Global Head of Private Asset Management (and various other positions), Neuberger Berman (investment firm) (1986-2004).     173     Director of Nuclear Electric Insurance Ltd.
(nuclear insurance provider) and Aviva USA (insurance provider)		  

 


28


Eaton Vance Asian Small Companies Fund

MANAGEMENT AND ORGANIZATION CONT'D

Name and
Date of Birth		   Position(s)
with the
Trust and
the Portfolio		   Term of
Office and
Length of
Service		   Principal Occupation(s)
During Past Five Years		   Number of Portfolios
in Fund Complex
Overseen By
Trustee(1) 		   Other Directorships Held  
Noninterested Trustees (continued)                      
Lynn A. Stout 9/14/57   Trustee   Since 1998   Paul Hostings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.     173     None  
Ralph F. Verni 1/26/43   Chairman of the Board and Trustee   Chairman of the Board since 2007 and Trustee since 2005   Consultant and private investor     173     None  

 

Principal Officers who are not Trustees              
Name and
Date of Birth		   Position(s)
with the
Trust and
the Portfolio		   Term of
Office and
Length of
Service		  

Principal Occupation(s)
During Past Five Years		  
Hon. Robert Lloyd George(2) 8/13/52   President of
the Portfolio		   Since 1996   Chief Executive Officer of LGM and Lloyd George. Chairman of LGM. Officer of 4 registered investment companies managed by EVM or BMR.  
Christopher Darling(2) 6/9/64   Vice President of
the Portfolio		   Since 2008   Director of Research of Lloyd George (since 2007). Previously an equity sales person at Fox-Pitt Kelton in London (2005-2006), an investment consultant (2004) and a portfolio manager at Lombard Odier Darier Hentsch & Cie in London (1995-2003). Officer of 2 registered investment companies managed by EVM or BMR.  
William Walter Raleigh Kerr(2) 8/17/50   Vice President of
the Portfolio		   Since 1996   Director, Finance Director and Chief Operating Officer of Lloyd George. Director of LGM. Officer of 4 registered investment companies managed by EVM or BMR.  
Guan Mean Ng(2) 10/16/74   Vice President of
the Portfolio		   Since 2008   Portfolio Manager at Lloyd George (since 2007). Previously, a portfolio manager at DBS Asset Management (2006-2007) and an assistant investment manager at the Asia Life Assurance Society Limited (2000-2006). Officer of 1 registered investment company managed by Eaton Vance or BMR.  
Barbara E. Campbell 6/19/57   Treasurer   Of the Trust since 2005 and of the Portfolio since 2008(3)   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  
Maureen A. Gemma 5/24/60   Secretary and Chief Legal Officer   Secretary since 2007 and Chief Legal Officer since 2008   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  
Paul M. O'Neil 7/1/53   Chief Compliance Officer   Since 2004   Vice President of EVM and BMR. Officer of 173 registered investment companies managed by EVM or BMR.  

 

(1)  Includes both master and feeder funds in a master-feeder structure.

(2)  The business address for Messrs. Darling, Kerr, Lloyd George and Ng is Suite 3808, One Exchange Square, Central, Hong Kong.

(3)  Prior to 2008, Ms. Campbell served as Assistant Treasurer of the Portfolio since 1998.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vance's website at www.eatonvance.com or by calling 1-800-262-1122.


29


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Sponsor and Manager of Eaton Vance Asian Small Companies Fund
and Administrator of Asian Small Companies Portfolio
Eaton Vance Management

The Eaton Vance Building
255 State Street
Boston, MA 02109

Investment Adviser of Asian Small Companies Portfolio
Lloyd George Investment Management (Bermuda) Limited

Suite 3808, One Exchange Square
Central, Hong Kong

Principal Underwriter
Eaton Vance Distributors, Inc.

The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260

Custodian
State Street Bank and Trust Company

200 Clarendon Street
Boston, MA 02116

Transfer Agent
PNC Global Investment Servicing

Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02940-9653
(800) 262-1122

Independent Registered Public Accounting Firm
Deloitte & Touche LLP

200 Berkeley Street
Boston, MA 02116-5022

Eaton Vance Asian Small Companies Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109

This report must be preceded or accompanied by a current prospectus. Before investing, investors should consider carefully the Fund's investment objective(s), risks, and charges and expenses. The Fund's current prospectus contains this and other information about the Fund and is available through your financial advisor. Please read the prospectus carefully before you invest or send money. For further information please call 1-800-262-1122.


405-10/08  ASSRC



 

Item 2. Code of Ethics

 

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.  The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

 

Item 3. Audit Committee Financial Expert

 

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert.  Mr. Park is a certified public accountant who is the Vice Chairman of Commercial Industrial Finance Corp (specialty finance company). Previously, he served as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm) and as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (“UAM”) (a holding company owning institutional investment management firms).

 

Item 4. Principal Accountant Fees and Services

 

(a)-(d)

 

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended August 31, 2007 and August 31, 2008 by the registrant’s principal accountant for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by the principal accountant during such periods.

 

Fiscal Years Ended

 

8/31/07

 

8/31/08

 

 

 

 

 

 

 

Audit Fees

 

$

39,210

 

$

38,200

 

 

 

 

 

 

 

Audit-Related Fees(1)

 

$

0

 

$

0

 

 

 

 

 

 

 

Tax Fees(2)

 

$

7,633

 

$

7,900

 

 

 

 

 

 

 

All Other Fees(3)

 

$

0

 

$

639

 

 

 

 

 

 

 

Total

 

$

46,843

 

$

46,670

 

 

(1)

 

Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.

 

 

 

(2)

 

Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.

 

 

 

(3)

 

All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services.

 

For the fiscal years ended August 31, 2007 and August 31, 2008, the registrant was billed $35,000 and $40,000, respectively, by D&T the principal accountant for the registrant, for work done in connection with its Rule 17Ad-13 examination of Eaton Vance Management’s assertion that it has maintained an effective internal control structure over sub-transfer agent and registrar functions, such services being pre-approved in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X.

 

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”).  The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities.  As a general matter, the Pre-Approval Policies (i) specify certain

 


 

types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees.  Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee.

 

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually.  The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

 

(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.

 

(f) Not applicable.

 

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by the registrant’s principal accountant for the registrant’s fiscal year ended August 31 2007 and the fiscal year ended August 31, 2008; and (ii) the aggregate non-audit fees (i.e., fees for audit related, tax, and other services) billed to the Eaton Vance organization by the registrant’s principal accountant for the same time periods. For the last two fiscal years of the registrant, no non-audit fees were billed by the registrant’s principal accountant for services rendered to Lloyd George Investment Management (Bermuda) Limited, the registrant’s investment adviser.

 

Fiscal Years Ended

 

8/31/07

 

8/31/08

 

 

 

 

 

 

 

Registrant

 

$

7,633

 

$

8,539

 

 

 

 

 

 

 

Eaton Vance(1)

 

$

190,525

 

$

419,722

 

 

(1)          Certain entities that provide ongoing services to the registrant are subsidiaries of Eaton Vance Corp.

 

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

Item 5.  Audit Committee of Listed registrants

 

Not required in this filing.

 


 

Item 6. Schedule of Investments

 

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

 

Not required in this filing.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies

 

Not required in this filing.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not required in this filing.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

No Material Changes.

 

Item 11. Controls and Procedures

 

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

 

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Exhibits

 

(a)(1)

Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)

Treasurer’s Section 302 certification.

(a)(2)(ii)

President’s Section 302 certification.

(b)

Combined Section 906 certification.

 


 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Asian Small Companies Portfolio

 

 

By:

/s/ Hon. Robert Lloyd George

 

 

Hon. Robert Lloyd George

 

 

President

 

 

 

 

 

 

 

Date:

October 9, 2008

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By:

/s/ Barbara E. Campbell

 

 

Barbara E. Campbell

 

 

Treasurer

 

 

 

 

 

 

 

Date:

October 9, 2008

 

 

 

By:

/s/ Hon. Robert Lloyd George

 

 

Hon. Robert Lloyd George

 

 

President

 

 

 

 

 

 

 

Date:

October 9, 2008

 

 

 

 EX-99.CERT 2 a08-23373_7ex99dcert.htm EX-99.CERT

Exhibit 99.CERT

 

Asian Small Companies Portfolio

FORM N-CSR

 

Exhibit 12(a)(2)(i)

 

CERTIFICATION

 

I, Barbara E. Campbell; certify that:

 

1.             I have reviewed this report on Form N-CSR of Asian Small Companies Portfolio;

 

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.             The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 


 

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated:  October 9, 2008

 

 

 

 

 

 

 

 

 

/s/ Barbara E. Campbell

 

 

 

Barbara E. Campbell

 

 

 

Treasurer

 


 

Asian Small Companies Portfolio

FORM N-CSR

 

Exhibit 12(a)(2)(ii)

 

CERTIFICATION

 

I, Hon. Robert Lloyd George, certify that:

 

1.             I have reviewed this report on Form N-CSR of Asian Small Companies Portfolio;

 

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.             The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 


 

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:  October 9, 2008

 

 

 

 

 

 

/s/ Hon. Robert Lloyd George

 

 

Hon. Robert Lloyd George

 

 

President

 

 EX-99.906CERT 3 a08-23373_7ex99d906cert.htm EX-99.906CERT

Exhibit 99.906CERT

 

Form N-CSR Item 12(b) Exhibit

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certify in their capacity as Treasurer and President, respectively, of Asian Small Companies Portfolio (the “ ;Portfolio”), that:

 

(a)                      the Annual Report of the Portfolio on Form N-CSR for the period ended August 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(b)                     the information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Portfolio for such period.

 

A signed original of this written statement required by section 906 has been provided to the Portfolio and will be retained by the Portfolio and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Asian Small Companies Portfolio

 

Date:  October 9, 2008

 

 

/s/ Barbara E. Campbell

 

Barbara E. Campbell

 

Treasurer

 

 

 

Date: October 9, 2008

 

 

 

 

 

/s/ Hon. Robert Lloyd George

 

Hon. Robert Lloyd George

 

President

 

 

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